Brookfield Infrastructure (BIPC) 6-K Index to Financial Statements

Exhibit 99.2

CONSOLIDATED FINANCIAL STATEMENTS

TRITON INTERNATIONAL LIMITED

Consolidated Balance Sheets

(In thousands, except share data)

(Unaudited)

	March 31, 2023			December 31, 2022
ASSETS:
Leasing equipment, net of accumulated depreciation of $4,305,897 and $4,289,259	$	9,290,628		$	9,530,396
Net investment in finance leases		1,621,341			1,639,831
Equipment held for sale		178,327			138,506
Revenue earning assets		11,090,296			11,308,733
Cash and cash equivalents		92,825			83,227
Restricted cash		103,032			103,082
Accounts receivable, net of allowances of $2,240 and $2,075		249,828			226,554
Goodwill		236,665			236,665
Lease intangibles, net of accumulated amortization of $293,184 and $291,837		5,273			6,620
Other assets		30,814			28,383
Fair value of derivative instruments		92,462			115,994
Total assets	$	11,901,195		$	12,109,258
LIABILITIES AND SHAREHOLDERS' EQUITY:
Equipment purchases payable	$	19,610		$	11,817
Fair value of derivative instruments		1,982			2,117
Deferred revenue		315,643			333,260
Accounts payable and other accrued expenses		86,225			71,253
Net deferred income tax liability		412,583			411,628
Debt, net of unamortized costs of $52,068 and $55,863		7,907,392			8,074,820
Total liabilities		8,743,435			8,904,895
Shareholders' equity:
Preferred shares, $0.01 par value, at liquidation preference		730,000			730,000
Common shares, $0.01 par value, 270,000,000 shares authorized, 81,441,414 and 81,383,024 shares issued, respectively		814			814
Undesignated shares, $0.01 par value, 800,000 shares authorized, no shares issued and outstanding		—			—
Treasury shares, at cost, 26,239,401 and 24,494,785 shares, respectively		(1,194,519	)		(1,077,559	)
Additional paid-in capital		906,644			909,911
Accumulated earnings		2,629,499			2,531,928
Accumulated other comprehensive income (loss)		85,322			109,269
Total shareholders' equity		3,157,760			3,204,363
Total liabilities and shareholders' equity	$	11,901,195		$	12,109,258

The accompanying Notes to the Unaudited Consolidated Financial Statements are an integral part of these statements.

1

TRITON INTERNATIONAL LIMITED

Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

	Three Months Ended March 31,
	2023			2022
Leasing revenues:
Operating leases	$	370,348		$	388,945
Finance leases		27,375			28,143
Total leasing revenues		397,723			417,088
Equipment trading revenues		19,102			34,120
Equipment trading expenses		(18,033	)		(29,979	)
Trading margin		1,069			4,141
Net gain on sale of leasing equipment		15,500			28,969
Operating expenses:
Depreciation and amortization		148,435			160,716
Direct operating expenses		23,241			6,220
Administrative expenses		22,864			21,300
Provision (reversal) for doubtful accounts		(1,797	)		(27	)
Total operating expenses		192,743			188,209
Operating income (loss)		221,549			261,989
Other expenses:
Interest and debt expense		58,824			54,510
Unrealized (gain) loss on derivative instruments, net		(4	)		(439	)
Debt termination expense		—			36
Other (income) expense, net		(44	)		(308	)
Total other expenses		58,776			53,799
Income (loss) before income taxes		162,773			208,190
Income tax expense (benefit)		12,960			13,932
Net income (loss)	$	149,813		$	194,258
Less: dividend on preferred shares		13,028			13,028
Net income (loss) attributable to common shareholders	$	136,785		$	181,230
Net income per common share—Basic	$	2.45		$	2.79
Net income per common share—Diluted	$	2.44		$	2.78
Cash dividends paid per common share	$	0.70		$	0.65
Weighted average number of common shares outstanding—Basic		55,885			64,887
Dilutive restricted shares		255			267
Weighted average number of common shares outstanding—Diluted		56,140			65,154

The accompanying Notes to the Unaudited Consolidated Financial Statements are an integral part of these statements.

2

TRITON INTERNATIONAL LIMITED

Consolidated Statements of Comprehensive Income

(In thousands)

(Unaudited)

	Three Months Ended March 31,
	2023			2022
Net income (loss)	$	149,813		$	194,258
Other comprehensive income (loss), net of tax:
Change in derivative instruments designated as cash flow hedges		(15,236	)		74,017
Reclassification of (gain) loss on derivative instruments designated as cash flow hedges		(8,729	)		6,307
Foreign currency translation adjustment		18			(166	)
Other comprehensive income (loss), net of tax		(23,947	)		80,158
Comprehensive income		125,866			274,416
Less:
Dividend on preferred shares		13,028			13,028
Comprehensive income attributable to common shareholders	$	112,838		$	261,388
Tax (benefit) provision on change in derivative instruments designated as cash flow hedges	$	(505	)	$	5,546
Tax (benefit) provision on reclassification of (gain) loss on derivative instruments designated as cash flow hedges	$	(1,059	)	$	463

The accompanying Notes to the Unaudited Consolidated Financial Statements are an integral part of these statements.

3

TRITON INTERNATIONAL LIMITED

Consolidated Statements of Shareholders' Equity

(In thousands, except share amounts)

(Unaudited)

	Preferred Shares				Common Shares						Treasury Shares					Add'l Paid in			Accumulated			Accumulated Other Comprehensive			Total
	Shares		Amount		Shares			Amount			Shares		Amount			Capital			Earnings			Income (Loss)			Equity
Balance as of December 31, 2022		29,200,000	$	730,000		81,383,024		$	814			24,494,785	$	(1,077,559	)	$	909,911		$	2,531,928		$	109,269		$	3,204,363
Share-based compensation		—		—		135,716			1			—		—			2,212			—			—			2,213
Treasury shares acquired		—		—		—			—			1,744,616		(116,960	)		—			—			—			(116,960	)
Share repurchase to settle shareholder tax obligations		—		—		(77,326	)		(1	)		—		—			(5,479	)		—			—			(5,480	)
Net income (loss)		—		—		—			—			—		—			—			149,813			—			149,813
Other comprehensive income (loss)		—		—		—			—			—		—			—			—			(23,947	)		(23,947	)
Common shares dividend declared ($0.70 per share)		—		—		—			—			—		—			—			(39,214	)		—			(39,214	)
Preferred shares dividend declared		—		—		—			—			—		—			—			(13,028	)		—			(13,028	)
Balance as of March 31, 2023		29,200,000	$	730,000		81,441,414		$	814			26,239,401	$	(1,194,519	)	$	906,644		$	2,629,499		$	85,322		$	3,157,760

	Preferred Shares				Common Shares						Treasury Shares					Add'l Paid in			Accumulated			Accumulated Other Comprehensive			Total
	Shares		Amount		Shares			Amount			Shares		Amount			Capital			Earnings			Income (Loss)			Equity
Balance as of December 31, 2021		29,200,000	$	730,000		81,295,366		$	813			15,429,499	$	(522,360	)	$	904,224		$	2,000,854		$	(48,819	)	$	3,064,712
Share-based compensation		—		—		164,932			2			—		—			2,554			—			—			2,556
Treasury shares acquired		—		—		—			—			1,257,374		(80,166	)		—			—			—			(80,166	)
Share repurchase to settle shareholder tax obligations		—		—		(93,253	)		(1	)		—		—			(5,628	)		—			—			(5,629	)
Net income (loss)		—		—		—			—			—		—			—			194,258			—			194,258
Other comprehensive income (loss)		—		—		—			—			—		—			—			—			80,158			80,158
Common shares dividend declared ($0.65 per share)		—		—		—			—			—		—			—			(42,307	)		—			(42,307	)
Preferred shares dividend declared		—		—		—			—			—		—			—			(13,028	)		—			(13,028	)
Balance as of March 31, 2022		29,200,000	$	730,000		81,367,045		$	814			16,686,873	$	(602,526	)	$	901,150		$	2,139,777		$	31,339		$	3,200,554

The accompanying Notes to the Unaudited Consolidated Financial Statements are an integral part of these statements.

4

TRITON INTERNATIONAL LIMITED

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Three Months Ended March 31,
	2023			2022
Cash flows from operating activities:
Net income (loss)	$	149,813		$	194,258
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		148,435			160,716
Amortization of deferred debt cost and other debt related amortization		1,945			3,526
Lease related amortization		1,455			3,013
Share-based compensation expense		2,213			2,556
Net (gain) loss on sale of leasing equipment		(15,500	)		(28,969	)
Unrealized (gain) loss on derivative instruments		(4	)		(439	)
Debt termination expense		—			36
Deferred income taxes		2,519			5,193
Changes in operating assets and liabilities:
Accounts receivable, net		(25,332	)		(23,835	)
Deferred revenue		(17,617	)		35,237
Accounts payable and other accrued expenses		15,120			4,143
Net equipment sold (purchased) for resale activity		8,724			(7,749	)
Cash received (paid) for settlement of interest rate swaps		—			12,178
Cash collections on finance lease receivables, net of income earned		29,666			28,745
Other assets		1,380			10,061
Net cash provided by (used in) operating activities		302,817			398,670
Cash flows from investing activities:
Purchases of leasing equipment and investments in finance leases		(35,316	)		(511,027	)
Proceeds from sale of equipment, net of selling costs		87,585			57,274
Other		(6	)		(135	)
Net cash provided by (used in) investing activities		52,263			(453,888	)
Cash flows from financing activities:
Purchases of treasury shares		(116,655	)		(81,720	)
Debt issuance costs		—			(5,507	)
Borrowings under debt facilities		55,000			932,600
Payments under debt facilities and finance lease obligations		(226,502	)		(766,686	)
Dividends paid on preferred shares		(13,028	)		(13,028	)
Dividends paid on common shares		(38,867	)		(41,950	)
Other		(5,480	)		(5,629	)
Net cash provided by (used in) financing activities		(345,532	)		18,080
Net increase (decrease) in cash, cash equivalents and restricted cash	$	9,548		$	(37,138	)
Cash, cash equivalents and restricted cash, beginning of period		186,309			230,538
Cash, cash equivalents and restricted cash, end of period	$	195,857		$	193,400
Supplemental disclosures:
Interest paid	$	54,008		$	39,127
Income taxes paid (refunded)	$	214		$	137
Supplemental non-cash investing activities:
Equipment purchases payable	$	19,610		$	56,804

The accompanying Notes to the Unaudited Consolidated Financial Statements are an integral part of these statements.

5

TRITON INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Description of the Business, Basis of Presentation and Accounting Policy Updates

Description of the Business

Triton International Limited ("Triton" or the "Company"), through its subsidiaries, leases intermodal transportation equipment, primarily maritime containers, and provides maritime container management services through a worldwide network of service subsidiaries, third-party depots and other facilities. The majority of the Company's business is derived from leasing its containers to shipping line customers through a variety of long-term and short-term contractual lease arrangements. The Company also sells containers from its equipment leasing fleet as well as containers specifically acquired for resale from third parties. The Company's registered office is located in Bermuda.

Basis of Presentation

The unaudited consolidated financial statements and accompanying notes include the accounts of the Company and its subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these financial statements do not include all information and footnotes required by GAAP for complete financial statements.

The interim Consolidated Balance Sheet as of March 31, 2023; the Consolidated Statements of Operations, the Consolidated Statements of Comprehensive Income, and the Consolidated Statements of Shareholders' Equity for the three months ended March 31, 2023 and 2022; and the Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022 are unaudited. The Consolidated Balance Sheet as of December 31, 2022, included herein, was derived from the audited financial statements as of that date, but does not include all disclosures required by GAAP. The unaudited interim financial statements have been prepared on a basis consistent with the Company's annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary to state fairly the Company's financial position, results of operations, comprehensive income, shareholders' equity, and cash flows for the periods presented. The financial data and the other financial information disclosed in the notes to the financial statements related to these periods are also unaudited. The consolidated results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2023 or for any other future annual or interim period.

These financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2022 included in the Company's Annual Report on Form 10-K which was filed with the Securities and Exchange Commission on February 14, 2023. The unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Certain changes in presentation have been made to conform the prior period presentation to current period reporting.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities in the financial statements. Such estimates include, but are not limited to, the Company's estimates in connection with leasing equipment, including residual values and depreciable lives, values of assets held for sale and other long lived assets, provision for income tax, allowance for doubtful accounts, share-based compensation, goodwill and intangible assets. Actual results could differ from those estimates.

Concentration of Credit Risk

The Company's equipment leases and trade receivables subject it to potential credit risk. The Company extends credit to its customers based upon an evaluation of each customer's financial condition and credit history. Evaluations of the financial condition and associated credit risk of customers are performed on an ongoing basis. The Company's three largest customers accounted for 20%, 17%, and 13%, respectively, of the Company's lease billings for the three months ended March 31, 2023.

6

TRITON INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Fair Value Measurements

For information on the fair value of equipment held for sale, debt, and the fair value of derivative instruments, please refer to Note 2 - "Equipment Held for Sale", Note 7 - "Debt" and Note 8 - "Derivative Instruments", respectively.

Note 2—Equipment Held for Sale

The Company's equipment held for sale is recorded at the lower of fair value less cost to sell, or carrying value at the time identified for sale. Fair value is measured using Level 2 inputs and is based predominantly on recent sales prices. An impairment charge is recorded when the carrying value of the asset exceeds its fair value less cost to sell. The following table summarizes the Company's net impairment charges recorded in Net gain on sale of leasing equipment on the Consolidated Statements of Operations (in thousands):

	Three Months Ended March 31,
	2023			2022
Impairment (loss) reversal on equipment held for sale	$	(1,033	)	$	(73	)
Gain (loss) on sale of equipment, net of selling costs		16,533			29,042
Net gain on sale of leasing equipment	$	15,500		$	28,969

Note 3—Intangible Assets

Intangible assets consist of lease intangibles for leases acquired with lease rates above market in a business combination. The following table summarizes the amortization of intangible assets as of March 31, 2023 (in thousands):

Year ending December 31,	Total Intangible Assets
2023 (Remaining 9 months)	$	3,310
2024		1,963
Total	$	5,273

Amortization expense related to intangible assets was $1.3 million and $2.8 million for the three months ended March 31, 2023, and 2022 respectively.

Note 4—Share-Based Compensation

The Company recognizes share-based compensation expense for share-based payment transactions based on the grant date fair value. The expense is recognized over the employee's requisite service period, which is generally the vesting period of the equity award. The Company recognized share-based compensation expense in administrative expenses of $2.2 million and $2.6 million for the three months ended March 31, 2023 and 2022, respectively. Share-based compensation expense includes charges for performance-based shares and units that are deemed probable to vest.

As of March 31, 2023, the total unrecognized compensation expense related to non-vested restricted share awards and units was $18.2 million, which is expected to be recognized on a straight-line basis through January 2026.

During the three months ended March 31, 2023, the Company issued 135,716 restricted shares, and canceled 77,326 vested shares to settle payroll taxes on behalf of employees. Additional shares may be issued based upon the satisfaction of certain performance criteria.

Note 5—Other Equity Matters

Share Repurchase Program

The Company's Board of Directors authorized repurchases of shares up to a specified dollar amount as part of its repurchase program. Purchases under the repurchase program may be made in the open market or privately negotiated transactions, and may include transactions pursuant to a repurchase plan administered in accordance with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended. Purchases may be made from time to time at the Company's

7

TRITON INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

discretion and the timing and amount of any share repurchases will be determined based on share price, market conditions, legal requirements, and other factors. The repurchase program does not obligate the Company to acquire any particular amount of common shares, and the Company may suspend or discontinue the repurchase program at any time.

During the three months ended March 31, 2023, the Company repurchased a total of 1,744,616 common shares at an average price per-share of $67.02 for a total of $116.9 million. As of March 31, 2023, $241.6 million remains available under the Share Repurchase Program.

Preferred Shares

The following table summarizes the Company's preferred share issuances (each, a "Series"):

Preferred Share Offering	Issuance	Liquidation Preference (in thousands)		# of Shares(1)
Series A 8.50% Cumulative Redeemable Perpetual Preference Shares ("Series A")	March 2019	$	86,250		3,450,000
Series B 8.00% Cumulative Redeemable Perpetual Preference Shares ("Series B")	June 2019		143,750		5,750,000
Series C 7.375% Cumulative Redeemable Perpetual Preference Shares ("Series C")	November 2019		175,000		7,000,000
Series D 6.875% Cumulative Redeemable Perpetual Preference Shares ("Series D")	January 2020		150,000		6,000,000
Series E 5.75% Cumulative Redeemable Perpetual Preference Shares ("Series E")	August 2021		175,000		7,000,000
		$	730,000		29,200,000

(1)   Represents number of shares authorized, issued, and outstanding.

Each Series of preferred shares may be redeemed at the Company's option, at any time after approximately five years from original issuance, in whole or in part at a redemption price, plus an amount equal to all accumulated and unpaid dividends, whether or not declared. The Company may also redeem each Series of preferred shares prior to the lapse of the five year period upon the occurrence of certain events as described in each instrument, such as transactions that either transfer ownership of substantially all assets to a single entity or establish a majority voting interest by a single entity, and cause a downgrade or withdrawal of rating by the rating agency within 60 days of the event. If the Company does not elect to redeem each Series upon the occurrence of the preceding events, holders of preferred shares may have the right to convert their preferred shares into common shares. Specifically for Series E only, the Company may redeem the Series E Preference Shares if an applicable rating agency changes the methodology or criteria that were employed in assigning equity credit to securities similar to the Series E Preference Shares when originally issued, which either (a) shortens the period of time during which equity credit pertaining to the Series E Preference Shares would have been in effect had the methodology not been changed or (b) reduces the amount of equity credit as compared with the amount of equity credit that the rating agency had assigned to the Series E Preference Shares when originally issued.

Holders of preferred shares generally have no voting rights. If the Company fails to pay dividends for six or more quarterly periods (whether or not consecutive), holders will be entitled to elect two additional directors to the Board of Directors and the size of the Board of Directors will be increased to accommodate such election. Such right to elect two directors will continue until such time as there are no accumulated and unpaid dividends in arrears.

Dividends

Dividends on shares of each Series are cumulative from the date of original issue and will be payable quarterly in arrears on the 15th day of March, June, September and December of each year, when, as and if declared by the Company's Board of Directors. Dividends will be payable equal to the stated rate per annum of the $25.00 liquidation preference per share. The Series rank senior to the Company's common shares with respect to dividend rights and rights upon the Company's liquidation, dissolution or winding up, whether voluntary or involuntary.

8

TRITON INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company paid the following quarterly dividends on its issued and outstanding Series (in millions except for the per-share amounts):

	Three Months Ended March 31,
	2023				2022
Series	Per Share Payment		Aggregate Payment		Per Share Payment		Aggregate Payment
A(1)	$	0.53	$	1.8	$	0.53	$	1.8
B	$	0.50	$	2.9	$	0.50	$	2.9
C(1)	$	0.46	$	3.2	$	0.46	$	3.2
D(1)	$	0.43	$	2.6	$	0.43	$	2.6
E(1)	$	0.36	$	2.5	$	0.36	$	2.5
Total			$	13.0			$	13.0

(1)     Per share payments rounded to the nearest whole cent.

As of March 31, 2023, the Company had cumulative unpaid preferred dividends of $2.2 million.

Note 6—Leases

Lessee

The Company's leases are primarily for multiple office facilities which are contracted under various cancellable and non-cancelable operating leases, most of which provide extension or early termination options. The Company's lease agreements do not contain any residual value guarantees or material restrictive covenants.

As of March 31, 2023, the weighted average implicit rate was 4.08% and the weighted average remaining lease term was 1.6 years.

The following table summarizes the impact of the Company's leases in its financial statements (in thousands):

Balance Sheet	Financial statement caption	March 31, 2023		December 31, 2022
Right-of-use asset - operating	Other assets	$	2,461	$	3,145
Lease liability - operating	Accounts payable and other accrued expenses	$	2,682	$	3,465

		Three Months Ended March 31,
Income Statement	Financial statement caption	2023		2022
Operating lease cost(1)	Administrative expenses	$	767	$	824

(1)     Includes short-term leases that are immaterial.

Cash paid for amounts of lease liabilities included in operating cash flows was $0.8 million and $0.9 million for the three months ended March 31, 2023 and 2022, respectively.

9

TRITON INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Lessor

Operating Leases

As of March 31, 2023, the Company has deferred revenue balances related to operating leases with uneven payment terms. These amounts will be amortized into revenue as follows (in thousands):

Year ending December 31,
2023 (Remaining 9 months)	$	56,015
2024		76,295
2025		65,177
2026		42,857
2027		16,821
2028 and thereafter		58,478
Total	$	315,643

Finance Leases

The following table summarizes the components of the net investment in finance leases (in thousands):

	March 31, 2023			December 31, 2022
Future minimum lease payment receivable(1)	$	2,117,915		$	2,161,192
Estimated residual receivable(2)		218,411			218,004
Gross finance lease receivables(3)		2,336,326			2,379,196
Unearned income(4)		(714,985	)		(739,365	)
Net investment in finance leases(5)	$	1,621,341		$	1,639,831

(1)   There were no executory costs included in gross finance lease receivables as of March 31, 2023 and December 31, 2022.

(2)   The Company's finance leases generally include a purchase option at nominal amounts that is reasonably certain to be exercised, and therefore, the Company has immaterial residual value risk for assets.

(3)   The gross finance lease receivable is reduced as billed to customers and reclassified to accounts receivable until paid by customers.

(4)   There were no unamortized initial direct costs as of March 31, 2023 and December 31, 2022.

(5)   One major customer represented 90% of the Company's finance lease portfolio as of March 31, 2023 and December 31, 2022. No other customer represented more than 10% of the Company's finance lease portfolio in each of those periods.

The Company’s finance lease portfolio lessees are primarily comprised of the largest international shipping lines. In its estimate of expected credit losses, the Company evaluates the overall credit quality of its finance lease portfolio. The Company considers an account past due when a payment has not been received in accordance with the terms of the related lease agreement and maintains allowances, if necessary, for doubtful accounts. These allowances are based on, but not limited to, historical experience which includes stronger and weaker economic cycles, each lessee's payment history, management's current assessment of each lessee's financial condition, consideration of current economic conditions and reasonable market forecasts.

During the first quarter of 2023, we reversed $1.8 million of a reserve established in 2022 on certain finance leases due to better than expected recoveries. As of March 31, 2023 and December 31, 2022, the Company does not have an allowance on its gross finance lease receivables and does not have any material past due balances.

10

TRITON INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 7—Debt

The table below summarizes the Company's key terms and carrying value of debt:

	March 31, 2023								December 31, 2022
	Outstanding			Contractual					Outstanding
	Borrowings			Weighted Avg			Maturity Range(1)		Borrowings
	(in thousands)			Interest Rate(1)			From	To	(in thousands)
Secured Debt Financings
Asset-backed securitization term instruments	$	2,812,965			2.04	%	February 2028	February 2031	$	2,890,467
Asset-backed securitization warehouse		235,000			6.41	%	April 2029	April 2029		320,000
Total secured debt financings		3,047,965								3,210,467
Unsecured Debt Financings
Senior notes		2,900,000			2.11	%	August 2023	March 2032		2,900,000
Term loan facilities		1,056,000			6.29	%	May 2026	May 2026		1,080,000
Revolving credit facilities		960,000			6.28	%	October 2027	October 2027		945,000
Total unsecured debt financings		4,916,000								4,925,000
Total debt financings		7,963,965								8,135,467
Unamortized debt costs		(52,068	)							(55,863	)
Unamortized debt premiums & discounts		(4,505	)							(4,784	)
Debt, net of unamortized costs	$	7,907,392							$	8,074,820

(1)     Data as of March 31, 2023.

Asset-Backed Securitization Term Instruments

Under the Company's ABS facilities, indirect wholly-owned subsidiaries of the Company enter into debt agreements for ABS term instruments, including ABS notes. These subsidiaries are intended to be bankruptcy remote so that such assets are not available to creditors of the Company or its affiliates until and unless the related secured borrowings have been fully discharged. These transactions do not meet accounting requirements for sales treatment and are recorded as secured borrowings.

The Company’s borrowings under the ABS facilities amortize in monthly installments, typically in level payments over five or more years. These facilities provide for an advance rate against the net book values of designated eligible equipment. The net book values for purposes of calculating eligible equipment is determined according to the related debt agreement and may be different than those calculated per GAAP. The Company is required to maintain restricted cash balances on deposit in designated bank accounts equal to three to nine months of interest expense depending on the terms of each facility.

Asset-Backed Securitization Warehouse

Under the Company’s ABS warehouse facility, an indirect wholly-owned subsidiary of the Company issues ABS notes. This subsidiary is intended to be bankruptcy remote so that such assets are not available to creditors of the Company or its affiliates until and unless the related secured borrowings have been fully discharged. These transactions do not meet accounting requirements for sales treatment and are recorded as secured borrowings.

The Company's ABS warehouse facility has a borrowing capacity of $1,125.0 million that is available on a revolving basis to April 27, 2025 paying interest at term SOFR plus 1.60%. After the revolving period, borrowings will convert to term notes with a maturity date of April 27, 2029, paying interest at SOFR plus 2.60%.

During the revolving period, the borrowing capacity under this facility is determined by applying an advance rate against the net book values of designated eligible equipment. The net book values for purposes of calculating eligible equipment are determined according to the related debt agreement and may be different than those calculated per GAAP. The Company is required to maintain restricted cash balances on deposit in designated bank accounts equal to three months of interest expense.

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TRITON INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Senior Notes

The Company’s senior notes are unsecured and have maturities ranging from 2 - 10 years and interest payments due semi-annually. The senior notes are pre-payable (in whole or in part) at the Company's option at any time prior to the maturity date, subject to certain provisions in the senior note agreements, including the payment of a make-whole premium in respect to such prepayment.

Term Loan Facility

The Company's term loan facility has a maturity date of May 27, 2026, which amortizes in quarterly installments and has a reference rate of term SOFR plus 1.48%. This facility is subject to covenants customary for unsecured financings of this type, primarily financial covenants that require us to maintain a minimum ratio of unencumbered assets to certain financial indebtedness.

Revolving Credit Facility

The revolving credit facility has a maturity date of October 26, 2027, and has a maximum borrowing capacity of $2,000.0 million. The reference rate is term SOFR plus 1.48%. This facility is subject to covenants customary for unsecured financings of this type, primarily financial covenants that require us to maintain a minimum ratio of unencumbered assets to certain financial indebtedness.

The Company hedges the risks associated with fluctuations in interest rates on a portion of its floating-rate debt by entering into interest rate swap agreements that convert a portion of its floating-rate debt to a fixed rate basis, thus reducing the impact of interest rate changes on future interest expense. The following table summarizes the Company's outstanding fixed-rate and floating-rate debt as of March 31, 2023:

	Balance		Contractual
	Outstanding (in		Weighted Avg			Maturity Range		Weighted Avg
	thousands)		Interest Rate			From	To	Remaining Term
Excluding impact of derivative instruments:
Fixed-rate debt	$	5,712,965		2.08	%	Aug 2023	Mar 2032	4.3 years
Floating-rate debt	$	2,251,000		6.30	%	May 2026	Apr 2029	3.8 years
Including impact of derivative instruments:
Fixed-rate debt	$	5,712,965		2.08	%
Hedged floating-rate debt	$	1,327,750		3.71	%
Total fixed and hedged debt	$	7,040,715		2.38	%
Unhedged floating-rate debt	$	923,250		6.30	%
Total debt	$	7,963,965		2.84	%

The fair value of total debt outstanding was $7,199.3 million and $7,264.7 million as of March 31, 2023 and December 31, 2022, respectively, and was measured using Level 2 inputs.

As of March 31, 2023, the maximum borrowing levels for the ABS warehouse and the revolving credit facilities are $1,125.0 million and $2,000.0 million, respectively. Certain of these facilities are governed by either borrowing bases or an unencumbered asset test that limits borrowing capacity. Based on those limitations, the availability under these credit facilities at March 31, 2023 was approximately $1,334.1 million.

The Company is subject to certain financial covenants under its debt financings. As of March 31, 2023, the Company was in compliance with all financial covenants in accordance with the terms of its debt agreements.

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TRITON INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 8—Derivative Instruments

Interest Rate Swaps / Caps

The Company enters into derivative agreements to manage interest rate risk exposure. Interest rate swap agreements are utilized to limit the Company's exposure to interest rate risk by converting a portion of its floating-rate debt to a fixed rate basis, thus reducing the impact of interest rate changes on future interest expense. Interest rate swaps involve the receipt of floating-rate amounts in exchange for fixed-rate interest payments over the lives of the agreements without an exchange of the underlying principal amounts. These swaps are designated as cash flow hedges for accounting purposes and accordingly, changes in the fair value are recorded in accumulated other comprehensive income (loss) and reclassified to interest and debt expense when they are realized.

The Company has entered into offsetting $500.0 million notional interest rate cap agreements with substantially similar economic terms related to certain debt facility requirements. These derivatives are not designated as hedging instruments, and because they offset, changes in fair value have an immaterial impact on the financial statements.

The counterparties to these agreements are highly rated financial institutions. In the unlikely event that the counterparties fail to meet the terms of these agreements, the Company's exposure is limited to the interest rate differential on the notional amount at each monthly settlement period over the life of the agreements. The Company does not anticipate any non-performance by the counterparties.

Certain assets of the Company's subsidiaries are pledged as collateral for various ABS facilities and the amounts payable under certain derivative agreements. Additionally, the Company may be required to post cash collateral on certain derivative agreements if the fair value of these contracts represents a liability. Any amounts of cash collateral posted are included in Other assets on the Consolidated Balance Sheets and are presented in operating activities of the Consolidated Statements of Cash Flows. As of March 31, 2023, the Company posted cash collateral on derivative instruments of $1.8 million.

Within the next twelve months, we expect to reclassify $40.0 million of net unrealized and realized gains related to derivative instruments designated as cash flow hedges from accumulated other comprehensive income (loss) into earnings.

In the first quarter of 2023, the Company entered into forward starting interest rate swaps with a notional value of $300.0 million that will commence on August 1, 2023 and have a termination date of March 31, 2025. These swaps were designated as cash flow hedges to fix the interest rates on a portion of our floating rate debt.

As of March 31, 2023, the Company had derivative agreements in place to fix interest rates on a portion of the borrowings under its debt facilities with floating interest rates as summarized below:

Derivatives	Notional Amount (in millions)		Weighted Average Fixed Leg (Pay) Interest Rate			Weighted Average Remaining Term
Interest Rate Swap(1)	$	1,327.8		2.22	%		3.7 years

(1)   Excludes certain interest rate swaps with an effective date in a future period ("forward starting swaps"). Including these instruments will increase total notional amount by $650.0 million and increase the weighted average remaining term to 5.4 years.

The following table summarizes the impact of derivative instruments on the Consolidated Statements of Operations and the Consolidated Statements of Comprehensive Income on a pretax basis (in thousands):

		Three Months Ended March 31,
	Financial statement caption	2023			2022
Non-Designated Derivative Instruments
Unrealized (gains) losses	Unrealized (gain) loss on derivative instruments, net	$	(4	)	$	(439	)
Designated Derivative Instruments
Realized (gains) losses	Interest and debt (income) expense	$	(9,788	)	$	6,770
Unrealized (gains) losses	Comprehensive (income) loss	$	15,741		$	(79,563	)

13

TRITON INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Fair Value of Derivative Instruments

The Company presents the fair value of derivative financial instruments on a gross basis as a separate line item on the Consolidated Balance Sheet.

The Company has elected to use the income approach to value its interest rate swap and cap agreements, using Level 2 market expectations at the measurement date and standard valuation techniques to convert future values to a single discounted present value. The Level 2 inputs for the interest rate swap and cap valuations are inputs other than quoted prices that are observable for the asset or liability (specifically LIBOR and swap rates and credit risk at commonly quoted intervals). In response to the expected phase out of LIBOR, the Company continues to work with its counterparties to identify an alternative reference rate. Substantially all of the Company's derivative agreements have fallback provisions that would govern their transition to another benchmark, and the Company also adopted various practical expedients which will facilitate the transition.

Note 9—Segment and Geographic Information

Segment Information

The Company operates its business in one industry, intermodal transportation equipment, and has two operating segments which also represent its reporting segments:

· Equipment leasing - the Company owns, leases and ultimately disposes of containers and chassis from its lease fleet.

· Equipment trading - the Company purchases containers from shipping line customers, and other sellers of containers, and resells these containers to container retailers and users of containers for storage or one-way shipment. Included in the equipment trading segment revenues are leasing revenues from equipment purchased for resale that is currently on lease until the containers are dropped off.

These operating segments were determined based on the chief operating decision maker's review and resource allocation of the products and services offered.

The following tables summarizes our segment information and the consolidated totals reported (in thousands):

	Three Months Ended March 31,
	2023						2022
	Equipment Leasing		Equipment Trading		Totals		Equipment Leasing		Equipment Trading		Totals
Total leasing revenues	$	395,851	$	1,872	$	397,723	$	413,691	$	3,397	$	417,088
Trading margin		—		1,069		1,069		—		4,141		4,141
Net gain on sale of leasing equipment		15,500		—		15,500		28,969		—		28,969
Depreciation and amortization expense		148,250		185		148,435		160,532		184		160,716
Interest and debt expense		58,568		256		58,824		54,251		259		54,510
Segment income (loss) before income taxes(1)		160,270		2,499		162,769		201,141		6,646		207,787
Purchases of leasing equipment and investments in finance leases(2)	$	35,316	$	—	$	35,316	$	511,027	$	—	$	511,027

(1)   Segment income before income taxes excludes unrealized gains or losses on derivative instruments and debt termination expense. For the three months ended March 31, 2023, the Company recorded an immaterial amount of unrealized losses and did not record any debt termination expense. For the three months ended March 31, 2022, the Company recorded an unrealized gain of $0.4 million and an immaterial amount of debt termination expense.

(2)   Represents cash disbursements for purchases of leasing equipment and investments in finance lease as reflected in the Consolidated Statements of Cash Flows for the periods indicated, but excludes cash flows associated with the purchase of equipment held for resale.

	March 31, 2023						December 31, 2022
	Equipment Leasing		Equipment Trading		Totals		Equipment Leasing		Equipment Trading		Totals
Equipment held for sale	$	142,869	$	35,458	$	178,327	$	97,463	$	41,043	$	138,506
Goodwill		220,864		15,801		236,665		220,864		15,801		236,665
Total assets	$	11,811,055	$	90,140	$	11,901,195	$	12,010,654	$	98,604	$	12,109,258

There are no intercompany revenues or expenses between segments. Certain administrative expenses have been allocated between segments based on an estimate of services provided to each segment. A portion of the Company's equipment purchased for resale in the equipment trading segment may be leased for a period of time and is reflected as leasing equipment as opposed to equipment held for sale and the cash flows associated with these transactions are reflected as purchases of leasing

14

TRITON INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

equipment and proceeds from the sale of equipment in investing activities in the Company's Consolidated Statements of Cash Flows.

Geographic Segment Information

The Company generates the majority of its leasing revenues from international containers which are deployed by its customers in a wide variety of global trade routes. The majority of the Company's leasing related revenue is denominated in U.S. dollars.

The following table summarizes the geographic allocation of total leasing revenues based on customers' primary domicile (in thousands):

	Three Months Ended March 31,
	2023		2022
Total leasing revenues:
Asia	$	140,235	$	149,986
Europe		208,126		220,106
Americas		34,393		34,209
Bermuda		1,367		630
Other International		13,602		12,157
Total	$	397,723	$	417,088

Since the majority of the Company's containers are used internationally, where no one container is domiciled in one particular place for a prolonged period of time, all of the Company's long-lived assets are considered to be international.

The following table summarizes the geographic allocation of equipment trading revenues based on the location of the sale (in thousands):

	Three Months Ended March 31,
	2023		2022
Total equipment trading revenues:
Asia	$	7,627	$	13,908
Europe		3,408		8,962
Americas		6,649		10,187
Bermuda		—		—
Other International		1,418		1,063
Total	$	19,102	$	34,120

Note 10—Commitments and Contingencies

Container Equipment Purchase Commitments

As of March 31, 2023, the Company had commitments to purchase equipment in the amount of $40.8 million to be paid in 2023.

Contingencies

The Company is party to various pending or threatened legal or regulatory proceedings arising in the ordinary course of its business. Based upon information presently available, the Company does not expect any liabilities arising from these matters to have a material effect on the consolidated financial position, results of operations or cash flows of the Company.

15

TRITON INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 11—Income Taxes

The following table summarizes the Company's effective tax rate:

	Three Months Ended March 31,
	2023			2022
Effective Income Tax Rate		8.0	%		6.7	%

The Company has computed the provision for income taxes based on the estimated annual effective tax rate and the application of discrete items, if any, in the applicable period. The increase in the effective tax rate for the three months ended March 31, 2023 compared to the same period in 2022 was primarily due to an increased proportion of the Company's income generated in higher tax jurisdictions.

Note 12—Related Party Transactions

The Company holds a 50% interest in TriStar Container Services (Asia) Private Limited ("TriStar"), which is primarily engaged in the selling and leasing of container equipment in the domestic and short sea markets in India.  The Company's equity investment in TriStar is included in Other assets on the Consolidated Balance Sheets. The Company received payments on finance leases with TriStar of $0.5 million for both the three months ended March 31, 2023 and 2022. The Company has a direct finance lease balance with TriStar of $7.0 million and $7.4 million as of March 31, 2023 and December 31, 2022, respectively.

Note 13—Subsequent Events

On April 11, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Brookfield Infrastructure Corporation, a corporation organized under the laws of British Columbia (“BIPC”), Thanos Holdings Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“Parent”) and Thanos MergerSub Limited, an exempted company limited by shares incorporated under the laws of Bermuda and a subsidiary of Parent (“Merger Sub”). Under the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Triton (the “Merger”), with Triton surviving the Merger as a direct subsidiary of Parent and an indirect subsidiary of BIPC.

Under the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each common share of the Company issued and outstanding immediately prior to the Effective Time (other than (A) common shares owned by the Company or any of its wholly owned subsidiaries, (B) common shares owned by BIPC, Parent, Merger Sub or any of their wholly owned subsidiaries and (C) any dissenting common shares), will be canceled and automatically converted into the right to receive $68.50 per common share in cash and $16.50 per common share in Class A exchangeable subordinate voting shares of BIPC (“BIPC Shares”), based on the volume weighted average price of BIPC Shares for the 10 trading days ending April 11, 2023 (the “Merger Consideration”). The stock portion of the Merger Consideration will be subject to a collar mechanism based on the volume weighted average price of BIPC Shares on the New York Stock Exchange (the “NYSE”) over the 10 trading days ending on the second trading day prior to the Effective Time (the “BIPC Final Stock Price”). If the BIPC Final Stock Price is greater than or equal to $42.36 but less than or equal to $49.23, our shareholders will receive a number of BIPC Shares between 0.3352 and 0.3895 per common share equal to $16.50 in value. Our shareholders will receive 0.3895 BIPC Shares per common share if the BIPC Final Stock Price is below $42.36, and 0.3352 BIPC Shares per common share if the BIPC Final Stock Price is above $49.23. Our shareholders will have the option to elect to receive their consideration in cash, BIPC Shares or the mixture described above, subject to pro rata cut backs to the extent cash or BIPC Shares are oversubscribed.

The Merger, which is expected to close in the fourth quarter of 2023, is subject to the receipt of required regulatory approvals and other customary closing conditions, including approval by the Company’s shareholders. If the transaction is consummated, our common shares will be delisted from the NYSE and deregistered under the Exchange Act. Immediately following the closing of the Merger, our Series A-E cumulative redeemable perpetual preference shares will remain outstanding as an obligation of the Company and are expected to remain listed on the NYSE.

In connection with the Merger, the Company suspended its share repurchase program after the close of business on April 6, 2023.

In connection with the Merger, on April 28, 2023, the Company, as guarantor, and its wholly-owned subsidiaries, Triton Container International Limited and TAL International Container Corporation, as borrowers (the "Borrowers"), entered into

16

TRITON INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

consents and second amendments to the Borrowers’ (a) term loan facility with PNC Bank, National Association, as administrative agent, and various lenders party thereto (the "Term Loan Consent and Amendment") and (b) revolving credit facility (together with the term loan facility, the “Debt Facilities”) with Bank of America, N.A., as administrative agent, and various lenders party thereto (the "Revolver Consent and Amendment" and together with the Term Loan Consent and Amendment, the "Consents and Amendments"). Pursuant to the Consents and Amendments, contingent upon and effective as of the Effective Time, the definition of “Change of Control” in the Debt Facilities is amended to exclude any transaction pursuant to which more than 50% of the total of all voting stock of the Company is owned or continues to be owned directly or indirectly by Brookfield (as defined in the Consents and Amendments). Additionally, pursuant to the Consents and Amendments, the lenders party to the Debt Facilities (x) consented to the Merger, and (y) agreed that the Merger Agreement and Merger do not constitute a breach, potential default or default or give rise to any other right under the Debt Facilities.

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For additional information on the Merger, see "Risks Related to the Merger" under the caption "Risk Factors" in this Quarterly Report on Form 10-Q.

On April 27, 2023, the Company's Board of Directors approved and declared a quarterly cash dividend of $0.70 per share on its issued and outstanding common shares, payable on June 22, 2023 to holders of record at the close of business on June 8, 2023.

On April 27, 2023, the Company's Board of Directors also approved and declared a cash dividend on its issued and outstanding preferred shares, payable on June 15, 2023 to holders of record at the close of business on June 8, 2023 as follows:

Preferred Share Offering	Dividend Rate			Dividend Per Share
Series A		8.500	%	$	0.5312500
Series B		8.000	%	$	0.5000000
Series C		7.375	%	$	0.4609375
Series D		6.875	%	$	0.4296875
Series E		5.750	%	$	0.3593750

17